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Home › Companies › NOODLES & CO. › 2023-2024

NOODLES & CO. 2023-2024 Proxy Voting Records

At NOODLES & CO.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 99 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 691 separate fund positions. On the most widely held item on that ballot — To approve, on an advisory (non- binding) basis, the compensation of our named executive… — NOODLES & CO.'s filing reports the proposal as approved, with 97% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: NOODLES & CO.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 16, 2024.

Download data (CSV): ballot items · votes by manager · column guide.

Compiled from SEC Form N-PX filings and NOODLES & CO.’s Form 8-K, filed May 16, 2024 (Item 5.07 on EDGAR). Page generated November 8, 2026.

  • 6Ballot items
  • 99Asset managers
  • 691Fund votes
  • May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 6 items on NOODLES & CO.’s Form 8-K, filed May 16, 2024: 3 elected · 2 approved · 1 not approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024

Explore NOODLES & CO. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by NOODLES & CO.

These tallies are NOODLES & CO.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 16, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NOODLES & CO. — official shareholder meeting results, meeting held May 15, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Jeff Jones 29,919,987---- 2,449,2095,234,540 92%Elected—
Elect Director: Drew Madsen 31,088,188---- 1,281,0085,234,540 96%Elected—
Elect Director: Shawn Taylor 29,999,182---- 2,370,0145,234,540 93%Elected—
2. Compensation of our named executive officers, as disclosed in our proxy statement 31,385,276832,833151,087 --5,234,540 97%Approved—
3. Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 37,410,163144,71448,859 ---- 99.6%Approved—
4. Stockholder proposal regarding greenhouse gas emissions disclosure 9,053,76723,346,74168,688 --5,234,540 28%Not approved—

Source: NOODLES & CO., Form 8-K, filed with the SEC on May 16, 2024 — read the filing on EDGAR.

How asset managers voted at the NOODLES & CO. 2023-2024 meeting

Each item below shows how the 99 asset managers that disclosed a NOODLES & CO. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Drew Madsen

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 31,088,188WITHHELD: 1,281,008
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: Election of Class II Directors: Drew Madsen

NOODLES & CO.’s own tally for this item (“Elect Director: Drew Madsen”): 31,088,188 for, 1,281,008 withheld, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results were as follows: (1) The following three individuals were re-elected as Class II directors, each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal.”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 8,020,867 for.

FOR
FOR: 8,020,867
Largest asset managers voting on “Election of Class II Directors: Drew Madsen” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard2,383,3630 00For
Royce1,517,2260 00For
Fidelity1,127,0180 00For
BlackRock1,108,1830 00For
NORTHERN LIGHTS FUND TRUST II408,7200 00For
TIAA292,6100 00For
Invesco266,3890 00For
THOMPSON IM FUNDS INC155,4870 00For
Dimensional124,4860 00For
BRIDGEWAY FUNDS INC110,0000 00For
Charles Schwab108,0770 00For
Capitol Series Trust87,0250 00For
Equitable73,2040 00For
QUANTITATIVE MASTER SERIES LLC67,7720 00For
Lincoln Financial38,1440 00For
American Century23,7800 00For
Northern Trust17,5620 00For
John Hancock16,5620 00For
Pacific Life13,2200 00For
SEI11,0000 00For
Jackson National10,5920 00For
Bridge Builder Trust6,8470 00For
DWS6,2170 00For
ProShares6,1170 00For
AIG/SunAmerica5,9440 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

2. Elect Director: Jeff Jones

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 29,919,987WITHHELD: 2,449,209
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: Election of Class II Directors: Jeff Jones

NOODLES & CO.’s own tally for this item (“Elect Director: Jeff Jones”): 29,919,987 for, 2,449,209 withheld, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results were as follows: (1) The following three individuals were re-elected as Class II directors, each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal.”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 8,009,787 for, 11,080 withheld.

FOR
FOR: 8,009,787WITHHOLD: 11,080
Largest asset managers voting on “Election of Class II Directors: Jeff Jones” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard2,383,3630 00For
Royce1,517,2260 00For
Fidelity1,127,0180 00For
BlackRock1,108,1830 00For
NORTHERN LIGHTS FUND TRUST II408,7200 00For
TIAA292,6100 00For
Invesco266,3890 00For
THOMPSON IM FUNDS INC155,4870 00For
Dimensional124,4860 00For
BRIDGEWAY FUNDS INC110,0000 00For
Charles Schwab108,0770 00For
Capitol Series Trust87,0250 00For
Equitable65,4040 07,800Mixed
QUANTITATIVE MASTER SERIES LLC67,7720 00For
Lincoln Financial38,1440 00For
American Century23,7800 00For
Northern Trust17,5620 00For
John Hancock16,5620 00For
Pacific Life13,2200 00For
SEI11,0000 00For
Jackson National10,5920 00For
Bridge Builder Trust6,8470 00For
DWS6,2170 00For
ProShares6,1170 00For
AIG/SunAmerica5,9440 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

3. Elect Director: Shawn Taylor

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 29,999,182WITHHELD: 2,370,014
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: Election of Class II Directors: Shawn Taylor

NOODLES & CO.’s own tally for this item (“Elect Director: Shawn Taylor”): 29,999,182 for, 2,370,014 withheld, per its Form 8-K filed May 16, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The final voting results were as follows: (1) The following three individuals were re-elected as Class II directors, each to serve for three years and until his successor has been elected and qualified, or until his earlier death, resignation or removal.”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 7,207,840 for, 813,027 withheld.

FOR
FOR: 7,207,840WITHHOLD: 813,027
Largest asset managers voting on “Election of Class II Directors: Shawn Taylor” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard2,383,3630 00For
Royce1,517,2260 00For
Fidelity1,127,0180 00For
BlackRock1,108,1830 00For
NORTHERN LIGHTS FUND TRUST II00 0408,720Withhold
TIAA292,6100 00For
Invesco00 0266,389Withhold
THOMPSON IM FUNDS INC155,4870 00For
Dimensional124,4860 00For
BRIDGEWAY FUNDS INC00 0110,000Withhold
Charles Schwab108,0770 00For
Capitol Series Trust87,0250 00For
Equitable65,4040 07,800Mixed
QUANTITATIVE MASTER SERIES LLC67,7720 00For
Lincoln Financial38,1440 00For
American Century23,7800 00For
Northern Trust17,5620 00For
John Hancock16,5620 00For
Pacific Life13,2200 00For
SEI00 011,000Withhold
Jackson National10,5920 00For
Bridge Builder Trust6,8470 00For
DWS6,2170 00For
ProShares6,1170 00For
AIG/SunAmerica5,9440 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

4. Compensation of our named executive officers, as disclosed in our proxy statement

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 31,385,276AGAINST: 832,833
Details: description as filed, official tally, votes by 99 asset managers

Description as filed by funds: To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.

NOODLES & CO.’s own tally for this item (“2. Compensation of our named executive officers, as disclosed in our proxy statement”): 31,385,276 for, 832,833 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(2) The compensation of our named executive officers, as disclosed in our proxy statement, was approved, on an advisory (non-binding) basis.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 39 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard2,383,3630 00For
Royce1,517,2260 00For
Fidelity1,127,0180 00For
BlackRock1,108,1830 00For
NORTHERN LIGHTS FUND TRUST II408,7200 00For
TIAA292,6100 00For
Invesco0266,389 00Against
THOMPSON IM FUNDS INC155,4870 00For
Dimensional124,4860 00For
BRIDGEWAY FUNDS INC110,0000 00For
Charles Schwab108,0770 00For
Capitol Series Trust87,0250 00For
Equitable73,2040 00For
QUANTITATIVE MASTER SERIES LLC67,7720 00For
Lincoln Financial38,1440 00For
American Century23,7800 00For
Northern Trust17,5620 00For
John Hancock16,5620 00For
Pacific Life13,2200 00For
SEI11,0000 00For
Jackson National10,5920 00For
Bridge Builder Trust6,8470 00For
DWS6,2170 00For
ProShares6,1170 00For
AIG/SunAmerica5,9440 00For

Fund voting reports, all 39 managers: 7,751,289 for, 269,578 against. Showing the 25 largest; every one is in the interactive database (link above).

Institutional-manager reports: 74 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of our named executive officers.” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Mill Road Capital Management LLC6,965,2910 00For
Nantahala Capital Management, LLC3,510,8160 00For
Fidelity1,892,6810 00For
Royce889,3930 00For
BlackRock885,9350 00For
GEODE CAPITAL MANAGEMENT, LLC767,2690 00For
Invenomic Capital Management LP686,3110 00For
STRS OHIO623,3000 00For
State Street472,1420 00For
KENNEDY CAPITAL MANAGEMENT LLC362,3010 00For
DE Shaw336,3350 00For
Nuveen295,4680 00For
Invesco0277,779 00Against
Northern Trust181,8830 00For
MELLON INVESTMENTS Corp0174,054 00Against
Goldman Sachs154,5340 00For
BRIDGEWAY CAPITAL MANAGEMENT, LLC120,9000 00For
FULLER & THALER ASSET MANAGEMENT, INC.120,5150 00For
Charles Schwab108,0770 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP85,1890 00For
Vanguard74,6610 00For
STATE OF WISCONSIN INVESTMENT BOARD52,3000 00For
Dimensional51,5180 00For
STONERIDGE INVESTMENT PARTNERS LLC31,7640 00For
Connor, Clark & Lunn Investment Management Ltd.31,1310 00For

Institutional-manager reports, all 74 managers: 18,969,051 for, 461,773 against. Showing the 25 largest; every one is in the interactive database (link above).

5. Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 3 wordings of this item as funds reported it.

99.6% Approved · of votes cast

FOR 99.6%
FOR: 37,410,163AGAINST: 144,714
Details: description as filed, official tally, votes by 39 asset managers

Description as filed by funds: TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

NOODLES & CO.’s own tally for this item (“3. Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024”): 37,410,163 for, 144,714 against — passed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “(3) The appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2024 was ratified.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 39 asset managers below reported 8,020,867 for.

FOR
FOR: 8,020,867
Largest asset managers voting on “TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YE” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard2,383,3630 00For
Royce1,517,2260 00For
Fidelity1,127,0180 00For
BlackRock1,108,1830 00For
NORTHERN LIGHTS FUND TRUST II408,7200 00For
TIAA292,6100 00For
Invesco266,3890 00For
THOMPSON IM FUNDS INC155,4870 00For
Dimensional124,4860 00For
BRIDGEWAY FUNDS INC110,0000 00For
Charles Schwab108,0770 00For
Capitol Series Trust87,0250 00For
Equitable73,2040 00For
QUANTITATIVE MASTER SERIES LLC67,7720 00For
Lincoln Financial38,1440 00For
American Century23,7800 00For
Northern Trust17,5620 00For
John Hancock16,5620 00For
Pacific Life13,2200 00For
SEI11,0000 00For
Jackson National10,5920 00For
Bridge Builder Trust6,8470 00For
DWS6,2170 00For
ProShares6,1170 00For
AIG/SunAmerica5,9440 00For

Showing the 25 largest of 39 asset managers. All 39 are in the interactive database (link above).

6. Stockholder proposal regarding greenhouse gas emissions disclosure

Official resultENVIRONMENT OR CLIMATEReported outcome: Not approved

Combines 2 wordings of this item as funds reported it.

28% Not approved · of votes cast

FOR 28%AGAINST
FOR: 9,053,767AGAINST: 23,346,741
Details: description as filed, official tally, votes by 36 asset managers

Description as filed by funds: TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING GREENHOUSE GAS EMISSIONS DISCLOSURES.

NOODLES & CO.’s own tally for this item (“4. A stockholder proposal regarding greenhouse gas emissions disclosure”): 9,053,767 for, 23,346,741 against — failed, per its Form 8-K filed May 16, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “(4) A stockholder proposal regarding greenhouse gas emissions disclosure was not approved, as set forth below:”
Support: 28% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 36 asset managers below reported 3,776,054 for, 2,975,889 against, 5,944 abstained.

FORAGAINST
FOR: 3,776,054AGAINST: 2,975,889ABSTAIN: 5,944
Largest asset managers voting on “TO VOTE ON A STOCKHOLDER PROPOSAL REGARDING GREENHOUSE GAS EMISSIONS DISCLOSURES.” at NOODLES & CO., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard43,2392,340,124 00Against
Royce1,517,2260 00For
Fidelity1,127,0180 00For
NORTHERN LIGHTS FUND TRUST II408,7200 00For
TIAA292,6100 00For
Invesco0266,389 00Against
THOMPSON IM FUNDS INC155,4870 00For
Dimensional0124,486 00Against
BRIDGEWAY FUNDS INC110,0000 00For
Charles Schwab0108,077 00Against
Equitable073,204 00Against
Lincoln Financial34,5003,644 00Mixed
American Century023,780 00Against
Northern Trust17,5620 00For
John Hancock16,5620 00For
Pacific Life013,220 00Against
SEI11,0000 00For
Jackson National010,592 00Against
Bridge Builder Trust06,847 00Against
DWS6,2170 00For
ProShares6,1170 00For
AIG/SunAmerica00 5,9440Abstain
HC CAPITAL TRUST5,9280 00For
Nationwide5,1750 00For
Principal5,0490 00For

Showing the 25 largest of 36 asset managers. All 36 are in the interactive database (link above).

Largest NOODLES & CO. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 45,346,349 shares outstanding at the time of that meeting.

Fund voting reports: top NOODLES & CO. shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of our named executive…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 5.26%
2Royce 3.35%
3Fidelity 2.49%
4BlackRock 2.44%
5NORTHERN LIGHTS FUND TRUST II 0.90%
6TIAA 0.65%
7Invesco 0.59%
8THOMPSON IM FUNDS INC 0.34%
9Dimensional 0.27%
10BRIDGEWAY FUNDS INC 0.24%
Institutional-manager reports: top NOODLES & CO. shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of our named executive…”, 2023-2024
#Asset manager % of shares outstanding
1Mill Road Capital Management LLC 15.36%
2Nantahala Capital Management, LLC 7.74%
3Fidelity 4.17%
4Royce 1.96%
5BlackRock 1.95%
6GEODE CAPITAL MANAGEMENT, LLC 1.69%
7Invenomic Capital Management LP 1.51%
8STRS OHIO 1.37%
9State Street 1.04%
10KENNEDY CAPITAL MANAGEMENT LLC 0.80%

Reported NOODLES & CO. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NOODLES & CO. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Entities affiliated with Mill Road Capital 15.47% DEF14A
Nantahala Capital Management, LLC 9.94% 13G
Hoak Public Equities, LP 8.35% DEF14A
Royce & Associates, L.P. 5.25% DEF14A
Vanguard Group 4.67% 13F
FMR (Fidelity) 3.62% 13F
Geode Capital 1.75% 13F
State Street 1.50% 13F
D.E. Shaw 1.40% 13F
BlackRock 1.13% 13F

Percentages above are of 45,346,349 shares outstanding, as reported by NOODLES & CO. on its Form 10-Q dated May 6, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

Related

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NOODLES & CO.’s 10-Q dated May 6, 2024. This page is a static snapshot rebuilt weekly on November 8, 2026; a live search always shows the current data.

NOODLES & CO. proxy season coverage: 2023-2024 (this page).

Cite this page

proxyvotesnow.com, “NOODLES & CO. (NDLS) 2024 Annual Meeting: Shareholder Vote Results”, https://proxyvotesnow.com/company/noodles-and-co/2024 (version of November 8, 2026). Derived from SEC Form N-PX and Form 8-K filings; tables licensed CC BY 4.0. Licence: CC BY 4.0.